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Tilaknagar Industries Ltd.

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Tilaknagar Industries Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

In accordance with the provisions of Clause 49 of the Listing Agreement, a Report on Corporate Governance for the financial year ended March 31, 2015 is presented herein below:

1. COMPANY'S PHILOSOPHY ON  CORPORATE GOVERNANCE

Corporate governance is an embodiment of systems, processes and principles which ensures conduct of business with fairness, transparency and accountability in the best interest of all the stakeholders.

The Company believes in good corporate governance and has well established systems, policies and practices to ensure transparency, integrity, professionalism and accountability at the highest level in its operations through application of best management practices, compliance of laws in letter and spirit, adherence to the ethical standards for effective management & distribution of wealth and discharge of its social responsibilities for sustainable development.

In line with the principles set out in Clause 49(I) of the Listing Agreement, the Company ensures equitable treatment to all its shareholders, protects and facilitates exercise of their rights and provides them with adequate and timely information. The Company also endeavors to increase cooperation with all its stakeholders and recognizes their rights established by law or through mutual agreements. The Company acknowledges its accountability to all its stakeholders and ensures dissemination of timely and accurate information on all material matters in such a way that it is accessible to them in equal, timely and cost efficient manner.

2. BOARD OF DIRECTORS

The Board of Directors ('the Board') represents the finest blend of professionals possessing relevant qualifications and experience in general corporate management, finance, banking and other allied fields which enable the Board to discharge its responsibilities more effectively. The Board, fully acquainted with its functions, duties and responsibilities as stipulated under Clause 49(I) of the Listing Agreement and the Companies Act, 2013, endeavors its best to discharge the same in the interest of all the stakeholders and provides strategic direction, sets performance goals for the management and monitors their achievement with a view to optimize the performance of the Company and maximize shareholders' wealth.

The Board comprises of Mr. Amit Dahanukar, Chairman & Managing Director, Mrs. Shivani Amit Dahanukar, Executive Director and 4 Non-Executive Independent Directors. Mr. Amit Dahanukar is the Chairman of the Board. In accordance with the provisions of Clause 49(II)(A) of the Listing Agreement, the Board is having an optimum combination of Executive, Non-Executive, Independent and Woman Directors.

No Director is, inter-se, related to any other Director on the Board except Mr. Amit Dahanukar and Mrs. Shivani Amit Dahanukar, who are related to each other as spouse. No Director holds directorship in more than 20 companies or in more than 10 public companies.

In terms of the provisions of Clause 49(II)(D)(2) of the Listing Agreement, the Directors have made necessary disclosures with respect to committee positions held by them across other public companies and none of them is a Member of more than 10 committees or Chairman of more than 5 committees prescribed in the said Clause.

All the Independent Directors have furnished declarations stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. None of them is a Whole

Time Director in any listed company or serves as Independent Director in more than 7 listed companies.

The maximum tenure of the Independent Directors is in accordance with the provisions of the Companies Act, 2013 and they are not liable to retire by rotation. The Company has issued formal letter of appointment to its Independent Directors and has disclosed the terms & conditions of the same on its website, accessible at weblink: <http://www.tilind>. com/downloads/announcements/Appointment letter of Independent Director.pdf

The Board has met 5 times during the financial year 2014-15 on May 26, 2014; August 14, 2014; October 01, 2014; November 14, 2014 and February 14, 2015 and the intervening period between the two meetings did not exceed 120 days.

To enable the Board to discharge its responsibilities effectively and take informed decisions, comprehensive agenda notes along with background materials, wherever required, are circulated well in advance to the Directors. The Board reviews the compliance reports in respect of laws and regulations applicable to the Company and the minimum information prescribed under Clause 49 of the Listing Agreement placed before it on quarterly basis. The minutes of the Board meetings and all significant transactions and arrangements entered into by the subsidiary companies are also reviewed by the Board.

Performance Evaluation of the Directors

The Board has, upon the recommendation of the Nomination and Remuneration Committee, adopted a Nomination,

Remuneration and Evaluation Policy containing the criteria for performance evaluation of all the Independent and Non-Independent Directors as given herein below:

a. accomplishment of the Company's mission, objectives and strategic results for which the Executive Director is responsible;

b. adherence by Executive Directors to operational policies approved by the Board;

c. ability to contribute to and monitor Company's Corporate Governance practices;

d. ability to contribute by introducing best practices to address top-management issues;

e. active participation in long-term strategic planning; and

f. commitment to the fulfillment of their obligations and fiduciary responsibilities-including participation and attendance at the Board/Committee meetings.

The mechanism adopted by the Company for the annual performance evaluation of all its Directors, Chairman, Board as a whole (including its Committees) has been explained in detail in the Directors' Report forming part of the Annual Report.

Remuneration of Directors

In accordance with the provisions of Section 149(9) read with Section 197 of the Companies Act, 2013 and Clause 49(II)(C) of the Listing Agreement, the Members of the Company had, by way of special resolution passed through Postal Ballot on August 01, 2014, authorized the Board to pay remuneration by way of commission to the Non-Executive Directors (including Independent Directors) for a period of 5 financial years commencing from April 01, 2014, subject to overall ceiling of 1% of the net profits of the Company computed in the manner prescribed in Section 198 of the Companies Act, 2013, in addition to the sitting fees and reimbursement of expenses for participation in the Board/Committee meetings.

During the financial year 2014-15, no commission was paid to the Independent Directors and only sitting fees, within the ceiling prescribed by the Central Government, was paid to them for attending the Board/Committee meetings. There is no pecuniary or business relationship between the Independent Directors and the Company except for the sitting fees paid to them during the year.

Mr. Amit Dahanukar, Chairman & Managing Director and Mrs. Shivani Amit Dahanukar, Executive Director of the Company, are under contract of employment with the Company for a period of 5 years commencing from November 07, 2012 and October 01, 2012 respectively. The service contracts of Mr. Amit Dahanukar and Mrs. Shivani Amit Dahanukar can be terminated by either party by giving 6 and 3 months' notice in writing or 6 and 3 months' salary in lieu thereof respectively. No severance fees is payable to them on termination of the service contracts.

They are paid remuneration in accordance with the resolutions passed by the Members in the 78th Annual General Meeting of the Company held on September 11, 2013. However, in view of the loss incurred during the financial year 2014-15, the remuneration paid to them has exceeded the overall ceiling as prescribed in the Companies Act, 2013. The Company is making necessary application to the Central Government for the waiver of excess remuneration paid to them, subject to approval of the same by the Members in the ensuing Annual General Meeting.

Apart from the above remuneration, gratuity and leave encashment are payable to the Executive Directors as per rules of the Company. Since, the Companies Act, 2013 prohibits grant of Employee Stock Options (ESOPs) to  Independent Directors, no ESOPs were granted to them during the financial year 2014-15.

Equity Shares/Employee Stock Options (ESOPs) of the

Code of Conduct

In accordance with the provisions of Clause 49(II)(E)(1) of the Listing Agreement, the Board has adopted a revised Code of Conduct for its Directors and Senior Management incorporating therein the duties of the Independent Directors as laid down in the Companies Act, 2013. The Company has uploaded the same on its website, accessible at the weblink: <http://www.tilind.com/downloads/pdf/Code> of Conduct TI.pdf

All Board Members and Senior Management Personnel of the Company have affirmed compliance with the said Code of Conduct for the financial year ended March 31, 2015. A declaration to this effect signed by Mr. Amit Dahanukar, Chairman & Managing Director of the Company is annexed hereto and forms an integral part of this Report.

Codes under Prohibition of Insider Trading Regulations

In accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and 'Code of Conduct for Prevention of Insider Trading' on May 30, 2015.

These Codes ensure fair disclosure of events and occurrences that could impact price discovery in the market for shares of the Company and prevention of dealing in its shares by the employees and other connected persons, while they are exposed to or expected to be exposed to unpublished price sensitive information.

Separate Meeting of Independent Directors

In accordance with the provisions of Clause 49(II)(B)(6) of the Listing Agreement, a separate meeting of all the Independent Directors, chaired by Dr. Ravindra Bapat, was held on February 14, 2015 to review the quality, content and timeliness of the flow of information between the management and the Board and its committees and also the performance of Non-Independent Directors, Chairman and the Board as a whole (including its Committees). All the Independent Directors were present at the meeting. Non-Independent Directors or members of the management did not participate in the meeting.

Familiarization Programs for Independent Directors

The Independent Directors are familiarized with their roles, rights and responsibilities in the Company, nature of the industry in which it operates, its business model and changes in the regulations applicable to the Company through familiarization programs conducted by the management as well as external consultants. The Company has disclosed details of such programs on its website, accessible at weblink:<http://www.tilind.com/downloads/> announcements/Independantdirectors.pdf

3. COMMITTEES OF THE BOARD

The following committees have been constituted by the Board in compliance with the applicable provisions of the Listing Agreement and the Companies Act, 2013 with composition, terms of reference and role as mentioned herein below:

A) Audit Committee

The Audit Committee, re-constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, comprises of 3 Independent Directors having specialization in the areas of accounting/financial management.

The Executive Directors, Chief Financial Officer, Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings. The Cost Auditors are also invited to attend the meetings, as and when required.

Mr. Gaurav Thakur, Company Secretary, is the Secretary to the Committee. Mr. V. B. Haribhakti, then Chairman of the Audit Committee, had attended the Annual General Meeting of the Company held on September 27, 2014.

The Audit Committee met 5 times during the financial year 2014-15 on May 26, 2014; June 30, 2014; August 14, 2014; November 14, 2014 and February 14, 2015 and the intervening period between the two meetings did not exceed four months

The terms of reference of the Committee are as follows:

i. overseeing the Company's financial reporting process and disclosure of financial information to ensure presentation of correct, sufficient and credible financial statements;

ii. recommending to the Board, the appointment, remuneration and terms of appointment of auditors of the Company;

iii. reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to the following:

• matters required to be included in the Directors' Responsibility Statement to be included in the Board's Report in terms of Clause (c) of Section 134(3) of the Companies Act, 2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings, if any;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions; and

• qualifications in the draft audit report, if any;

iv. reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

v. reviewing, with the management, the statement of use/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.),the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this regard;

vi. reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

vii. approval or any subsequent modification of transactions of the Company with related parties;

viii. scrutinizing inter-corporate loans and investments;

ix. valuation of undertakings or assets of the Company, wherever it is necessary;

x. evaluating the internal financial controls and risk management systems;

xi. reviewing, with the management, performance of Statutory and Internal Auditors and adequacy of the internal control systems;

xii. reviewing the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiii. discussing with Internal Auditors of any significant findings and follow up thereon;

xiv. reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

xv. discussion with Statutory Auditors before the commencement of audit about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvi. looking into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

xvii. reviewing the functioning of the Whistle Blower mechanism;

xviii. approving the appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

xix. reviewing the following information:

• management discussion and analysis of financial conditions and results of operations;

• statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

• management letters/letters of internal control weaknesses issued by the Statutory Auditors; and

• internal audit reports relating to internal control weaknesses;

xx. reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditors, if any; and

xxi. carrying out such other functions as may be assigned by the Board from time to time.

The Committee is vested with necessary powers to discharge the abovementioned roles and responsibilities.

B) Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

The terms of reference of the Committee are as follows:

i. overseeing the performance of the Registrar and Share Transfer Agents;

ii. ensuring expeditious redressal of shareholders' complaints regarding the following:

• non-receipt of share certificates lodged for transfer;

• non-receipt of dividend warrants;

• non-receipt of annual reports;

• non-receipt of demat rejected share certificates;

• non-receipt of demat credit;

• non-receipt of bonus shares; and

iii. resolving any other grievances of the security holders.

The Committee met 4 times during the financial year 2014-15 on May 26, 2014; August 14, 2014; November 14, 2014 and February 14, 2015.

C) Nomination and Remuneration Committee

The Nomination and Remuneration Committee, re­constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, comprises of Mr. C.V. Bijlani, Dr. Vishnu Kanhere and Mr. Madan Goyal, Independent Directors of the Company. Mr. V. B. Haribhakti acted as Chairman of the Committee till his retirement i.e. September 27, 2014. Mr. C.V. Bijlani is the present Chairman and Mr. Gaurav Thakur, Company Secretary, is the Secretary to the Committee.

The terms of reference of the Committee are as follows:

i. i dentification of persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal and to carry evaluation of every Director's performance;

ii. formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommending a policy to the Board, relating to the remuneration for the Directors, Key Managerial Personnel and other employees ensuring that:

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate them;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to Directors, Key Managerial Personnel and Senior Management Personnel involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The Committee met once during the financial year 2014­15 on November 14, 2014 and the meeting was attended by all the Committee Members. There have not been any instances during the year when the recommendations of the Committee were not accepted by the Board.

The Board has, based on the recommendations made by the Committee, adopted the following policies in its meeting held on November 14, 2014:

i. Nomination, Remuneration and Evaluation Policy

The Policy seeks to harmonize the aspirations of human resources consistent with the Company's goals by achieving the following objectives:

• formulation of the criteria for determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;

• setting up the framework for tenure, removal/ retirement of Directors, Key Managerial Personnel and Senior Management;

• setting up the framework for determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and

• setting up the framework for evaluation of the performance of the Board and its constituents.

The key principles pertaining to Directors' appointment and remuneration as contained in the Policy are as follows:

• The Nomination and Remuneration Committee shall have regard to integrity, qualification, expertise and experience in general corporate management, finance, banking or other allied fields appropriate to the business of the Company while nominating a candidate for Directorship, so as to have a diverse Board;

• The Committee, while nominating a candidate as Independent Director, shall also satisfy itself that such candidate meets the criteria of independence as prescribed in Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013;

• The Committee, while recommending remuneration structure for the Directors, shall ensure that the same is based on the prevailing industry norms, performance of the Company, track record, potential and performance of Directors and is suitably rewarding and sufficient to attract, retain and motivate them to achieve superior operational results;

• The Committee shall ensure that the remuneration of the Executive Directors aims at striking a balance between fixed pay and incentive pay (commission) reflecting short and long term performance objectives appropriate to the working of the Company and its goals; and

• The Committee may also recommend payment of commission to Non-Executive Directors (including Independent Directors) based on the Company's performance apart from sitting fees payable to them for attending the Board/Committee meetings.

The Company has uploaded the Nomination, Remuneration and Evaluation Policy on its website, accessible at the weblink: <http://> www.tilind.com/downloads/announcements/ NominationRemunerationandEvaluationPolicy.pdf

ii. Board Diversity Policy

The Board Diversity Policy casts responsibility on the Nomination and Remuneration Committee to review the structure, size and composition of the Board and the appointment of new Directors for ensuring that the Board has a balanced composition of skills, experience and expertise, appropriate to the requirements of the business of the Company.

The Company has uploaded the Board Diversity Policy on its website, accessible at the weblink: <http://> www.tilind.com/downloads/announcements/ BoardDiversityPolicy.pdf

iii. Succession Policy

The Succession Policy casts responsibility on the Nomination and Remuneration Committee to ensure orderly identification and selection of new Directors or Senior Management Personnel in the event of any vacancy, whether such vacancy exists by reason of an anticipated retirement, an unanticipated departure, expansion of the size of the Company, or otherwise.

The Company has uploaded the Succession Policy on its website, accessible at the weblink: <http://> www.tilind.com/downloads/announcements/ SuccessionPolicy.pdf

D) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (CSR Committee), constituted in accordance with the provisions of Section 135 of the Companies Act, 2013, comprises of Mrs. Shivani Amit Dahanukar, Executive Director and Dr. Ravindra Bapat, Mr. Madan Goyal and Mr. C.V. Bijlani, Independent Directors of the Company. Mrs. Shivani Amit Dahanukar is the Chairperson of the Committee and Mr. Gaurav Thakur, Company Secretary, is the Secretary to the Committee.

The terms of reference of the CSR Committee are as follows:

i. to formulate and recommend to the Board, a Corporate Social Responsibility Policy (CSR Policy) which shall indicate, inter-alia, the CSR activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 as amended from time to time;

ii. to recommend and obtain approval of the Board for the amount of expenditure that can be incurred on the activities referred to in clause(i);

iii. to ensure that the activities as are included in CSR Policy of the Company are undertaken by the Company;

iv. to prepare a transparent monitoring mechanism for ensuring implementation of the CSR projects/ programs/activities being undertaken/proposed to be undertaken by the Company; and

v. to discharge such other functions as may be assigned by the Board from time to time.

The Committee has been entrusted with necessary powers to discharge the abovementioned roles and responsibilities. The Company has uploaded

the CSR Policy and the Annual Report on CSR Activities for the financial year 2014-15 on its website, accessible at weblink: <http://www.tilind.com/> corporateResponsibilities.html

The Committee met once during the financial year 2014­15 on February 14, 2015 and the meeting was attended by all the Committee Members.

E) Compensation Committee

The Compensation Committee constituted in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 comprises of Mrs. Shivani Amit Dahanukar, Executive Director and Dr. Vishnu Kanhere and Dr. Ravindra Bapat, Independent Directors of the Company. Dr. Vishnu Kanhere is the Chairman and Mr. Gaurav Thakur, Company Secretary, is the Secretary to the Committee.

The terms of reference of the Committee are as follows:

i. granting of Stock Options to the eligible employees;

ii. ascertaining the detailed terms and conditions for such grants;

iii. administering the Employee Stock Option Schemes of the Company; and

iv. exercising the powers and performing the duties as prescribed under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

The Committee met once during the financial year 2014-15 on May 26, 2014 and the meeting was attended by all the Committee Members.

F) Risk Management Committee

The Risk Management Committee, which earlier comprised of only Senior Management Personnel of the Company, was reconstituted on November 14, 2014. After re-constitution, the Committee comprises of Mr. Amit Dahanukar, Chairman & Managing Director, Mr. C.V. Bijlani, Independent Director and Mr. Srijit Mullick, Chief Financial Officer of the Company. Mr. Amit Dahanukar is the Chairman and Mr. Gaurav Thakur, Company Secretary, is the Secretary to the Committee.

The terms of reference of the Committee are as follows:

i. developing risk mitigation plans;

ii. implementing risk reduction/mitigation strategies;

iii. reviewing the effectiveness of the Risk Management Policy.

During the financial year 2014-15, the Committee, before re-constitution, met twice on August 07, 2014 and October 14, 2014 (attended by all the Committee Members) and after re-constitution, once on February 09, 2015 (attended by all the Committee Members except Mr. Amit Dahanukar).

The Committee apprises the Audit Committee periodically about key risks associated with the business of the Company and the measures taken to mitigate them. The risk management framework of the Company has been explained in detail in the Directors' Report forming part of the Annual Report.

G) Share Transfer Committee

The Share Transfer Committee comprises of Mr. Amit Dahanukar, Chairman & Managing Director, Mrs. Shivani Amit Dahanukar, Executive Director and Mr. C.V. Bijlani and Mr. Madan Goyal, Independent Directors of the Company. Mr. Amit Dahanukar is the Chairman and Mr. Gaurav Thakur, Company Secretary, is the Secretary to the Committee.

The terms of reference of the Share Transfer Committee include, inter-alia, ensuring timely approval and processing of requests received from Members with respect to share transfer/transmission, issue of duplicate share certificates, demat/remat, split/consolidation of shares, etc. The requests, if any, received from the Members are dealt by the Committee on weekly basis.

4. SUBSIDIARY COMPANIES

The Company has 8 subsidiary companies and none of them falls under the definition of "material non listed Indian subsidiary". The Audit Committee reviews the financial statements and, in particular, the investments made by the subsidiary companies. The minutes of the board meetings of the subsidiary companies are periodically placed before the Board. The Board is periodically informed about all significant transactions and arrangements entered into by these subsidiary Companies.

The Company has formulated a Policy for determining 'material' subsidiaries in accordance with the provisions of Clause 49(V)(D) of the Listing Agreement. The Company has uploaded the Policy on Material Subsidiaries on its website, accessible at the weblink: <http://www.tilind.com/downloads/announcements/> MaterialSubsidiaryPolicy.pdf

5. CMD/CFO CERTIFICATION

A certificate given by the Chairman & Managing Director and Chief Financial Officer of the Company to the Board, in accordance with the provisions of Clause 49(IX) of the Listing Agreement, on the accuracy of the financial statements for the financial year ended March 31, 2015 and adequacy of internal controls is annexed hereto and forms an integral part of this Report.

6. COMPLIANCE REPORTS/AUDITORS' CERTIFICATE ON CORPORATE  GOVERNANCE

During the financial year 2014-15, quarterly compliance reports on corporate governance have been submitted by the Company to the stock exchanges within the time limit prescribed under Clause 49(X)(B) of the Listing Agreement and the same are also uploaded on its website.

A certificate from the Statutory Auditors confirming the compliance of the conditions of corporate governance by the Company as required under Clause 49(XI)(A) of the Listing Agreement is annexed hereto and forms an integral part of this Report.

7. DISCLOSURES

A) Disclosure on materially significant related party transactions having potential conflict with the interest of the Company at large

The Company has not entered into any materially significant transaction with related parties having potential conflict with its interest at large during the financial year 2014-15. The statements containing the transactions entered into by the Company with related parties at arm's length basis, at the prevalent market prices and in the ordinary course of business are reviewed by the Audit Committee on quarterly basis.

In accordance with the provisions of Clause 49(VII) (C) of the Listing Agreement, the Board has, upon the recommendations made by the Audit Committee, formulated a Policy on materiality of related party transactions and also on dealing with related party transactions. The Company has uploaded the Policy on Related Party Transactions on its website, accessible at the weblink: <http://www.tilind.com/downloads/> announcements/RelatedPartyTransactionsPolicy.pdf

B) Disclosure of Accounting Treatment

The financial statements for the financial year ended March 31, 2015 have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013. The Company has not adopted a treatment different from that prescribed in the Accounting Standards in their preparation.

C) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to Capital Markets, during the last three years

There were no instances of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter related to Capital Markets, during the last three years.

D) Whistle Blower Policy

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a mechanism to its Directors, Employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of its Code of Conduct.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. During the financial year 2014-15, no employee was denied access to the Audit Committee.

The Company has uploaded the Whistle Blower Policy on its website, accessible at the weblink: <http://www>. tilind.com/downloads/pdf/Whistleblower.pdf

E) Disclosure by Senior Management Personnel

No material financial and commercial transactions were entered into by the Company with the Senior Management Personnel, where they could have had personal interest conflicting with its interest at large.

F) Reconciliation of Share Capital Audit

Reconciliation of Share Capital Audit Report pursuant to Regulation 55A of SEBI (Depositories and Participants)

Regulations, 1996 submitted by M/s Ragini Chokshi & Associates, Practicing Company Secretaries confirms that as on March 31, 2015, the aggregate number of equity shares of the Company held in demat form with NSDL, CDSL and in physical form were reconciled with the total number of issued/paid-up shares of the Company.

G) Compliance with mandatory and non-mandatory requirements of Clause 49 of the Listing Agreement

The Company has complied with all the applicable mandatory requirements as prescribed under Clause 49 of the Listing Agreement. Details of these compliances have been disclosed in the relevant sections of this Report. The status of compliance with the non-mandatory requirements as prescribed in Annexure XIII to Clause 49 of the Listing Agreement is provided herein below:

i. The Board

This Clause is not applicable to the Company as the Chairman of the Board is not a Non-Executive Director.

ii. Shareholder Rights

The Company publishes its quarterly/half yearly and annual financial results in English and Marathi newspapers having wide circulation. The financial results and significant events, if any, are communicated by the Company to the Stock Exchanges and are also uploaded on its website i.e. www.tilind.com <http://www.tilind.com>. The same are not sent to the Members individually.

iii Audit Qualifications

There are no qualifications in the Auditors' Report on the financial statements for the financial year ended March 31, 2015 except for the observations made by the Statutory Auditors which are disclosed in the Directors' Report alongwith explanation/comments of the Board thereon.

iv. Separate posts of Chairman and CEO

The Company is not having separate post of Chairman and CEO. Mr. Amit Dahanukar is the Chairman & Managing Director of the Company in accordance with proviso to Section 203(1) of the Companies Act, 2013 read with Article No. 96 of the Articles of Association of the Company.

v. Reporting of Internal Auditors

M/s Devdhar Joglekar & Srinivasan, Internal Auditors of the Company report directly to the Audit Committee.

9. MEANS OF COMMUNICATION

i. Quarterly/Half Yearly/Annual Results

Quarterly/Half Yearly/Annual Results of the Company are regularly submitted to the Stock Exchanges through NSE Electronic Application Processing System (NEAPS) and BSE Corporate Compliance & Listing Centre (the "Listing Centre"). The same are also published in the newspapers viz. Business Standard, Apla Mahanagar and Gavkari.

ii. Website

The Company posts its Quarterly/Half Yearly/Annual Results, Annual Report, official news releases, presentations made to investors and transcripts of the meetings with institutional investors/analysts on its website i.e. www.tilind.com This website contains the basic information about the Company e.g. details of its business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances and such other details prescribed under Clause 54 of the Listing Agreement. The Company ensures that the contents of its website are updated at all times.

iii. Designated e-mail id

The Company has designated an e-mail id viz. investor® tilind.com to enable the Members to register their complaints, if any, for expeditious redressal.

10. Management Discussion and Analysis Report

Management Discussion and Analysis Report containing the details as required under Clause 49(VIII)(D)(1) of the Listing Agreement forms an integral part of the Annual Report.

11. GENERAL SHAREHOLDER INFORMATION:

80th Annual General Meeting

Day, Date and Time : Saturday, September 26, 2015 at 10.30 a.m.

Venue : Registered Office of the Company at P. O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720

II Financial Calendar

Financial Year : 1st April to 31st March

Financial reporting of results

• Quarterly unaudited results (other : than last quarter) : Within 45 days from the end of the quarter

• Annual audited results : Within 60 days from the end of the last quarter

III Book Closure Date : September 19, 2015 to September 26, 2015 (both days inclusive)

IV Dividend Payment Date : The Directors have not recommended any Dividend for the financial year 2014-15.

Registrar and Share Transfer Agents :

Bigshare Services Pvt. Ltd.E-2/3, Ansa Industrial Estate,Sakivihar Road, Saki Naka, Andheri (E), Mumbai - 400 072 Ph: (022) 4043 0200 Fax: (022) 2847 5207 Email: investor@bigshareonline.com  Website : www.bigshareonline.com

VI Share Transfer System : Share transfers in physical form are required to be lodged with the  Registrar and Share Transfer Agents. Share Transfer Committee meets on weekly basis to approve the share transfers. All shares received for transfer are registered and returned within a period of 15 days from the date of lodgment, provided the documents are valid and complete in all respects.

The Company obtains half-yearly certificate from M/s Ragini Chokshi & Associates, Practicing Company Secretaries confirming the compliance by the Company of the timelines specified under Clause 47(c) of the Listing Agreement for registering transfer/transmission etc. and files the same with the stock exchanges in the prescribed timeline.

Corporate Identification Number (C

L15420PN1933PLC133303

VIII Listing on Stock Exchanges : BSE Limited (Scrip Code: 507205)

National Stock Exchange of India Limited(Scrip Code: TI)

The Company has paid the annual listing fees for the financial year 2015-16 to BSE and NSE in the prescribed timelines.

IX Dematerialization of Shares : Trading in equity shares of the Company is permitted only in dematerialized form. The Company's shares are held in dematerialized form to the extent of 98.76% of the total issued and paid up shares as on March 31, 2015. The promoters hold their entire shareholding in dematerialized form.

X Demat ISIN For Equity Shares :

INE133E01013 Annual custodian fees for the financial year 2014-15 will be paid by the Company to NSDL and CDSL on receipt of the invoices.

XI Outstanding GDRs / ADRs / Warrants : / Convertible Instruments and their impact on equity

The Company does not have any outstanding GDRs/ADRs/Warrants/ Convertible instruments as on March 31, 2015.

XII Plant Locations :

(i) Tilaknagar Industries Ltd., P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413 720

(ii) Prag Distillery (P) Ltd., R.S. No. 199/1, 200/2, Bicca Bolu, Rajanagaram Road, Nallamilli, Rangampeta Mandal, East Godavari District, (A.P.) - 533 343

(iii) Vahni Distilleries Private Limited, No. 140, Tavaregera Village, Kushtagi Taluka, Koppal District, Karnataka - 584 131

(iv) Kesarval Springs Distillers Pvt. Ltd., L-22, Cuncolim Industrial Estate, Cuncolim, Goa - 403 703

(v) Punjab Expo Breweries Private Limited, Plot No. 237,238, Village Jeoli, Tehsil Derabassi, Dist. Mohali, Punjab - 140 507

XIII Address for Correspondence :

Mr. Gaurav Thakur, Company Secretary & Compliance Officer Tilaknagar Industries Ltd., Corporate Office: 3rd Floor, Industrial Assurance Building, Churchgate, Mumbai - 400 020.  Tel. : 022 2283 1716/18  Fax : 022 2204 6904 Website : www.tilind.com Email : investor@tilind.com